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Terms & Conditions

eRedbook Terms of Use Agreement V1.1

Service: eRedbook (V1.0 or later)

1.0 Definitions

In these Terms of Use, the following words and expressions shall bear the following meanings unless the context otherwise requires:

“Agreement” Means this Terms of Use Agreement;

“Commencement Date” Means the date on which the service is made available by Sitekit for use by the Licensee, as agreed between the parties;

“Intellectual Property” Means any and all intellectual property rights anywhere in the world, including (without limitation) patents, rights in patentable inventions, registered designs, unregistered design rights, copyrights. Database rights, trademarks, trade names, logos, trade secrets and know-how, moral rights, applications for any of the above and the right to make applications therefore; which, in each case, exist now or at any time in the future, whether registerable or otherwise;

“License Fee” Means any and all applicable fees payable for the licence to use this service;

“Licensee” Means the party to which this Agreement is addressed;

“Materials” Means user manuals and another documentation supplied by Sitekit to the Licensee relating to the service including any made available online;

“Operating Environment” Means the operating environment (including hardware, networking facilities and peripherals within which the service is capable of being run;

“Sitekit” Means Sitekit Applications Ltd, (a company incorporated in England (number 08194698) and having its registered office at Sitekit Applications Ltd, Bloxham Mill, Barford Road, Banbury, Oxfordshire, OX15 4FF or any of its companies which may be a subsidiary of Sitekit Applications Ltd companies from time to time;

“Service” Means Sitekit’s software application (in object code form) known as the eRedbook, which is accessed via the internet and which is used to manage healthcare data and other content made available via the service;

“Website” Means the eRedbook website maintained by Sitekit on the World Wide Web having a URL address of www.eredbook.org or such other addresses as may be designated by Sitekit;

In this Agreement, unless the context requires otherwise:

a) Headings are for convenience only and shall not affect interpretation;

b) The singular shall include the plural and vice versa;

c) References to any statute or other regulation shall include any amendment, extension, consolidation, re-enactment or replacement of such statute or regulation and any subordinate legislation made under it;

d) References to Clauses are to Clauses in this Agreement.

2.0 Grant of License

2.1 Sitekit hereby grants the licensee a non-exclusive, non-transferable license to use the Service and Materials; no right to sub-license is granted to the licensee.

2.2 Upgrades to the Service will be provided to the Licensee in accordance with this Agreement; Service upgrades will be automatically applied.

2.3 The Licensee acknowledges and agrees that it shall be solely responsible for obtaining any and all licenses or other permission that may be required in respect of other software, hardware, or other computer or telecommunications equipment other than the Service notwithstanding that any of the same may be used by the Licensee in conjunction with the Service.

2.4 Save as expressly set out in this Agreement, the Licensee is not permitted:

2.4.1 To make copies of the whole or any part of the Service or any and all Materials relating thereto other than as permitted by law;

2.4.2 To rent, lease, sub-license or loan the whole or any part of the Service or any and all Materials relating thereto except and to extent previously permitted in writing by Sitekit;

2.4.3 To use, reproduce or deal in the Service and/or any and all Materials relating thereto in any way;

2.4.4 To alter, remove, obscure, conceal or otherwise interfere with any markings on or written in the Service or Materials which refers to Sitekit, or in any way to interfere with any other copyright notices;

2.4.5 To reverse engineer, disassemble, reverse translate, or in any way decode the Service or any copy or part of it in order to derive any source code, save only as is permitted by applicable law.

3.0 License Fee

3.1 In consideration of the License granted, the Licensee shall pay Sitekit the applicable License Fee. Such License Fee shall be non-refundable by Sitekit.

4.0 Sitekit’s Obligations

4.1Sitekit shall use reasonable endeavours to provide the Service in a professional manner using all reasonable skill and care and shall use reasonable endeavours to comply with all applicable laws and regulations from time to time.

4.2 Sitekit shall not be liable for any breach, non-performance or delay of performance of its obligations under this Agreement to the extent Sitekit is unable to comply with or perform the same because of (whether directly or indirectly) the Licensee’s delay in performance, breach of this Agreement and/or negligent acts and/or omissions.

4.3 Sitekit shall provide the Services on a non-exclusive basis.

5.0 Licensee Obligations

5.1 The Licensee shall cooperate with Sitekit and provide such assistance and information as Sitekit shall reasonably require to enable Sitekit to provide the Service. The Licensee shall ensure that such information is accurate and up to date in all material aspects.

6.0 Limitation of Liability

6.1 Sitekit shall endeavour to ensure that the Service is accessible by the Licensee at all reasonable times. The Licensee acknowledges and agrees that the Service may not be available from time to time due to maintenance (scheduled and unscheduled), repairs and updates carried out as part of maintenance services by Sitekit or third parties and that Sitekit shall have no liability for such unavailability.

6.2 The Licensee acknowledges that the Service will not be error free and agrees that the existence of errors of whatever nature shall not constitute a breach hereof.

6.3 Sitekit does not make and hereby excludes to the fullest extent permitted by law all warranties and liabilities whether expressed or implied relating to:

i) The Service, including without limitation any warranty of merchantability or fitness for any particular purpose notwithstanding that such purpose may have been known or become known to Sitekit;

ii) The performance of its obligations under this Agreement;

iii) Arising whether in contract or tort or delict or otherwise by law.

6.4 Sitekit shall have no liability where failure of the Service and/or website is due directly or indirectly to the Licensee’s negligence or fault and/or the Licensee’s failure to follow the instructions provided by Sitekit or as otherwise detailed in the materials.

6.5 It is the licensee’s responsibility to test, for computer viruses (of whatever description) its own information systems and networks, and the Licensee agress that it shall not hold Sitekit responsible for any damage caused from any such virus.

6.6 Sitekit expressly excludes liability for all consequential and indirect loss or damage (including without limitation, loss of use, interruption of business, loss of profits, business or opportunity, the cost of substitute goods or services or expenditure, investment or other commitments made in connection with the business contemplated by this Agreement, corruption of the Licensee’s hardware regardless of the form of action whether in contract, tort or delict, strict product liability or otherwise, even if Sitekit has been advised of the possibility of such a loss.

6.7 Sitekit does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Sitekit, its employees, agents or authorised representatives.

6.8 Subject to the provisions hereof and except insofar as Sitekit’s liability may not be excluded or limited by law, the Licensee acknowledges and accepts that Sitekit’s entire liability hereunder (including without limitation under Clause 6.1) shall be limited to £15,000 (Fifteen Thousand Pounds Sterling) or 100% of the sums paid to Sitekit by the Licensee under this Agreement, whichever is less. Both parties acknowledge and agree that this limitation of Sitekit’s liability is reasonable in all circumstances.

7.0 Indemnity

7.1 The Licensee shall indemnify Sitekit in full on demand for loss and/or damages suffered by Sitekit as a result of all matters and claims arising from:

i) Any infringement by the Licensee of Sitekit’s intellectual property rights in the Service;

ii) Any material breach of this Agreement by the Licensee.

8.0 Intellectual Property Rights

8.1 The Licensee acknowledges and agrees that any and all Intellectual Property in the Services or Materials provided by Sitekit or developed through the performance of Sitekit’s obligations under this Agreement is and shall be the sole property of Sitekit (or Sitekit’s licensors as applicable).

8.2 The Licensee acknowledges that, where Sitekit does not own the Intellectual Property in some part of the Materials or Service, the Licensee’s use such Materials or Services is conditional on Sitekit obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Sitekit to license such rights to the Licensee, which may mean additional charges being payable by the Licensee.

9.0 Use of Personal Data

9.1 Personal data entered via the Service is stored on Microsoft’s HealthVault platform which is hosted within the EU (European Union); as such, Sitekit is not responsible for the maintenance of personal data; further information regarding how Microsoft maintains data stored within HealthVault may be found:

i) Microsoft HealthVault UK Privacy Policy;

ii) Microsoft HealthVault Service Agreement;

iii) Microsoft HealthVault Code of Conduct;

9.2 The Service may use personal data to:

i) Provide the Licensee with information regarding the service, such as critical update alerts and notifications;

ii) To provide the Licensee with a HealthVault e-mail newsletter should the Licensee choose to opt-in;

iii) To determine the Licensee’s age or location to determine whether the Licensee qualifies for a Service feature.

9.3 Sitekit and/or Microsoft may hire third parties to provide limited services on behalf of Sitekit and/or Microsoft including services such as technical support. These third-parties will only be given the personal information they require to deliver the service, such as IP or e-mail address. Sitekit and Microsoft require these companies to maintain the confidentiality of any and all information and prohibits the use of any Licensee information save for the purpose specifically contracted.

9.4 Sitekit and/or Microsoft may access and/or disclose personal information if Sitekit and/or Microsoft believe such action is necessary to:

i) Comply with the law or legal processes served upon Sitekit and/or Microsoft;

ii) Protect and defend the rights or property of Sitekit and/or Microsoft (including the enforcement of this and additional agreements that may be entered into between the Licensee and Sitekit and/or Microsoft);

iii) Act in urgent circumstances to protect the personal safety and welfare of Licensees of Sitekit and/or Microsoft’s services or members of the public.

9.5 Personal and health information stored in the Service may be processed in the United States or any other country in which Sitekit and/or Microsoft or affiliates, subsidiaries or service providers maintain facilities. Sitekit and Microsoft abide by the safe harbour framework as set forth by the US Department of Commerce regarding the collection, use, and retention of data from the European Economic Area and Switzerland.

9.6 Sitekit and/or Microsoft may use aggregated information from the Service to improve the quality of the Service and for marketing of the Service (e.g. to inform potential advertisers how many users access the Service). This aggregated information is not associated with any individual account. Neither Sitekit nor Microsoft use personally identifiable data held within the Service for the purposes of marketing without Sitekit and/or Microsoft receiving explicit consent from the Licensee to do so.

9.7 Information recorded in your eRedbook by health professionals  may be shared electronically outside of eRedbook with the health care provider to help them maintain an up to date clinical record.

10 Use of Cookies & Web Beacons

10.1 Sitekit and/or Microsoft may use cookies in the provision of this Service to enable Service sign-in and personalisation.

10.2 Sitekit and/or Microsoft web pages may contain electronic images known as web beacons that may be used:

i) To assist in the delivery of cookies;

ii) To enable Sitekit and/or Microsoft to ascertain the number of Licensees that have visited those pages;

iii) To deliver co-branded services.

Sitekit and/or Microsoft may include web beacons in promotional e-mail messages or in newsletters in order to determine whether a newsletter or message was opened or acted upon.

10.3 Sitekit and/or Microsoft may employ web beacons from third parties in order to compile aggregated statistics and to determine the effectiveness of promotional campaigns. These third-parties are prohibited from using these web beacons to collect or access personal data.

10.4 Sitekit and/or Microsoft may collect information regarding a Licensee’s visit to web pages within account.HealthVault.com, including pages viewed, links clicked and additional actions performed in connection with the Service.

10.5 Sitekit and/or Microsoft may collect certain standard, non-personally identifiable information that a web browser may send to all websites visited, such as IP address, browser type and language, access times and referring website addresses.

11.0 Force Majeure

11.1 Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or another party), failure or disruption of a utility service or server farm operator, or upstream bandwidth provider, or denial of service attack, or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, catastrophic system failure, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors.

12.0 General

12.1 This Agreement constitutes the entire agreement and understanding between the parties regarding its subject matter (excepting any prior confidentiality or non-disclosure agreement which shall continue in accordance with its terms) and none of its provisions may be modified or varied in any way unless agreed in writing between the parties.

12.2 Any omission by either party to exercise any available right shall not be interpreted as a waiver of it nor of any future right.

12.3 If any provision of this Agreement is declared to be void or unenforceable by any judicial or administrative authority in any jurisdiction, such provision will be deemed to be severable and the remaining provisions of this Agreement shall remain in full force and effect.

13.3 All formal notices required under this Agreement shall be sent by fax and confirming letter or by recorded deliver (or its equivalent) posted within 24 hours of such fax to the address of the party in question as stated above (or as otherwise notified) and shall be deemed to have been received thirty six (36) hours after the time of despatch of the letter.

13.4 Sitekit may assign the benefit and/or the burden of the Agreement at any time without the prior written consent of the Licensee. For the avoidance of doubt, Sitekit shall be entitled to sub-contracts its obligations under this Agreement at any time without the consent of the Licensee. The Licensee acknowledges and agrees that it shall not assign the benefit and/or burden of the Agreement without the prior written consent of Sitekit.

13.0 Rights of Third Parties

13.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement. This Agreement is made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

14.0 Applicable Law & Jurisdiction

14.1 The parties hereby agree that this Agreement shall be construed in accordance with and governed by English Law and both parties hereto hereby agree to submit to the non-exclusive jurisdiction of the English Courts in all matters pertaining hereto.

 

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